Arachnity
by Rarity Belle
Summary: Rarity has become her worst fear, a spider. She isn't really happy about it, at first.
1. Arachnity part 1

The sun came again over the horizon like every other day. Its twinkles of golden light vanquished the night and the many terrors that it brought with it. The winds of the mighty pegasus city of Cloudsdale caused the horrible storm to finally part. To part away from the skies above the usual so calm and peaceful Ponyville. Yet at the moment of first dawn itself did the rooster of Sweet Apple Acres open its eyes and turned them towards the horizon.

The golden globe slowly but surely would made its rise in the skies which caused the creature to jump up like it got struck by lightning itself. With the dew of the morning and the waters of the nightly rain still freshly found within the fields, the scent of wet grass went through its nose. With one deep inhale it was time, time for the rooster to release its signature sound to the very world.

It was only some minutes after the silence had returned that the front door of the house opened up. The two hard working, earth ponies had risen in order to do their jobs. Though the calling of the rooster didn't go noticed by everypony. Within the four walls of the wonderful Carousel Boutique near the middle of the town, laid Rarity both calm and comfy within her blankets.

Her eyes were covered with a blindfold that blocked out any light of the rising sun and what managed to pierce through her curtains. The darkness that was created was almost perfect for the mare to keep on sleeping in. Weren't it for the single little fact that her nose began to twitch from that very same light. Another odd, little thing was the fact that it almost felt like her eyes weren't covered at all.

All in all it seemed like a rather strange play that was happening for the unicorn. Something that not even she could understand. Nonetheless it did manage to wake her up and that was just about the most important thing there was in the moment.

The magical charge around her horn appeared again. It was calm while both the blindfolds as and the curtains were being opened. The massive overflow of light caused the mare to keep her eyes shut with force for a moment. Her face was bombarded with light from the new day. Yet it still managed to cause a giggle within her.

After that was the blanket removed from her body in the blink of an eye. And then did the charge of Rarity's horn finally manage to cease itself. It was no longer required within for her. Though there wasn't much in the known universe, that could have even prepared her for the thing that she would be seeing next. The unicorn of grace and fashion noticed that her body had changed, a lot.

It had changed into something that she hated and despised ever since she was a foal herself. The expression within her eyes quickly turned from having a good morning, to having seen their worst enemy. The signature high pitched scream wasn't released but was close of coming. Instead she released a whimper to herself as the eyes kept on blinking.

Not a single fiber of her entire body could have ever believed that she would have woken up and looked like, whatever it was that she looked like. "My life is ruined!" she whined to herself before her head dumped itself back into the pillow. Yet strangely enough, she didn't cry. The mare just whimpered like a dog who was hurt. And she was hurt, on perhaps the worst spot a pony could be hurt. Right inside their very own heart.

But what was the thing that the mare was looking at? What had caused her to shout those words and therefore turn her wonderful day into a terrible one almost instantly? One might have called it funny how one thing tiny could change a day though. Yet what happened to Rarity was everything but little. Where she had seen her own slender body, perfectly groomed and stylized the night before, there was something else that laid on her bed.

Something that was not from her, something that never, ever could have possibly even been from her. Upon the mattress of the bed laid a large abdomen of a spider. Her wonderful tail had somehow disappeared and turned into something she thought only bugs or creepy crawlers had. But the fun didn't end there though. There were so much more things to discover for the fashionista. Whether she liked it or not.

Next to the mysteriously gained abdomen, Rarity also realized that she had gotten four new limbs. Four extra legs that were just there. All of the sudden and without any explanation had they come. She could feel them clearly and without a doubt. It was something that made her secretly curious to her state. So despite being as sad as she was in on the morning, her body rose itself back up and the eyes were opened once more. She wanted to see how she really looked.

Only to witness the horror of her fully changed body. From her eyes she could see the abdomen actually started to slowly twitch as two of her legs were still in their position of her 'pony' self. That was one little relief she would get from it all. The remaining six of her legs were all nicely curled up around the middle part of her body. While the abdomen continued to twitch softly, the legs gently began to spread themselves and their bones snapped into the respectable places.

"This is, not happening!" Rarity mumbled to herself before she noticed the couple patches of ruffed up fur and just gave up. There was no more denying in the thing that she was. Yet it did remain the question to her as of how she became such a thing. Only then did the thoughts race through her mind, she needed to go to somepony. Or better said: somepony was coming to her near the end of the day.

What was the beginning of a rather nice day, had slowly and almost quickly been turned into a disaster for Rarity. Though she hadn't seen her entire body out of bed and fully walking upon the ground. Yet with everything, there still was one thing she couldn't quite put her hoof down to. Why could she see parts of her horn?

After a rough waking had Rarity finally managed to work her way into the bathroom with some adjustments to her new legs. Moving up from four to six seemed to be quite the step forward in her eyes. If it wasn't for the dreaded problem of keeping everything in order.

From time to time she made the casual joke of stumbling over her own legs, then it could be happening for real. A little fact she wasn't happy about it whatsoever. Grumbles of anger were released from the mouth before she looked into the mirror and saw that what to be seen.

Within her eyes fell an ivory haired, mixture of both pony and spider. But one that didn't look like any traditional, creepy crawling spiders. In a sense, she found herself looking a bit cute. It was strange given the fact she hated spiders and was actually terrified of them. Upon the gently wiggling abdomen could her signature cutie mark be seen and admired in full glory. "So that's still there, but what's that?" Rarity spoke to herself. Then she noticed two strange little blue dots near her horn.

The right fore hoof slowly made its way upward and the closer it came, the stranger things were getting for her. For where it was clearly visible within her right eye, so it was in the spot that showed her horn. All of the sudden did all of the world's terror struck her. The ex-unicorn did a couple of steps back. She couldn't believe it what she just had seen, but it had to be the truth, right?

Could it be that she could witness her horn, because of a second set of eyes? It was a theory that was farfetched for certain. But with her unexplained transformation, it made everything a possibility. Speaking about her horn, it no longer was any straight nor was it dull at the edge. Instead it had something of a changeling to itself. Sharp and curled upwards near the end.

"This, is, the worst possible, thing!" Rarity exclaimed in her high pitched, terrified voice before a deep gulp was being released. Out of everything that she had expected to be waking up by or because, wasn't the thing that she had become something that she could have ever expected. "Am, am I cursed?!" the mare exclaimed as she walked back up to the mirror. Her left forehoof touched the material while the four eyes looked deep within their reflection.

Yet that single string of thought still lingered somewhere deep inside of her. Somewhere deep inside of her, she found herself look rather cute, despite not being a pony anymore. Whatever could have caused Rarity to have undergone such a significant change of body, must have been a powerful force. Not even the unicorn had ever known that it happened. Powerful and silent, that was the power that caused her to have become that way.

Though the day sadly called upon the duties of the fashionista. The only problem was the little fact that she didn't wanted to run her boutique while she looked like a strange hybrid. What would the clients say when they saw her? Would they run away in fear, accuse her of darker arts? Or even worse? Rarity just didn't know and made the wise decision to keep the boutique shut for the day. Only those whom she truly trusted were allowed to get in.

The wonderful day shining bright on the outside world. Rarity would have continued to get more used to her body. All while tinkering about any reasonable answers of who or what had changed her in one of the arachnid kinds. It was something that still caused the shudder to travel down her spine whenever she thought about the creepy crawlers. Yet it also made her wonder about their abilities and in how far they shared them.

Ideas came to her mind that were quickly laid to rest again. The focus then shifted back over to the projects that she was working on. The sheer amount of focus that she needed in order to keep herself concentrated upon her designers work, was something that wasn't required in a long time. The sheer force that she put upon her mind wouldn't have been good for anything.

Thoughts were constantly playing out within her mind. Rarity thought about the things that could or would happen to her. It was something that was everything but healthy. She knew who could enter but secretly hoped that none would be doing so. Yet out of all the visitors she didn't wanted to have within her home that day, there was one that was just unavoidable.

One that was the way it was. Even with all the stars aligned and the sun and the moon both in the skies, it would still come. Such a regularity it had become that no known force in the land of Equestria would have been able to save her from it. And perhaps it was better that the truth was spoken to one of the ponies that mattered most in Rarity's life before anyone else.

It was a plan that perhaps was just as insane as she could be from time to time but it was all that she had to work with. With the abdomen still wiggling gently, Rarity continued to try and keep herself focused upon the work that laid ahead. All of the projects that needed either finishing or starting. That was her element, that healthy rush of things that needed to be done.

Yet in the corner of her eye she caught something which seemed to have been like a misplaced flock of mane. With the pencil behind her ear it was possible that something like that happened. And with her glasses before her eyes, much more could have been possible. So one of the forelegs tried to rid itself from the purple hair.

Only to make the realization that it wasn't hair whatsoever. All four of the unicorn her eyes went wide at the clop of a hoof. Slowly but surely came the realization to her mind that she and the actual arachnids might have had a bit more in common than she originally had thought. Something which caused her ears to drop and allowed the pencil to fall down to the ground. "Oh this is going to be tough to explain to her," the mare mumbled to herself. She became more desperate.

The day had gently been traded in for the evening. While the sun was setting itself behind the hills of Ponyville, it was nopony else then Sweetie Belle who left her home. She was packed with saddlebags to her sides and more than ready to enjoy the weekend at her big sister's place. Despite the two of them having some troubles with one another from time to time, they could both agree upon the fact that they were the near perfect apple pie from time to time.

Sweetie made hums of songs to herself which sometimes became a little bit too loud. Therefore she allowed others to 'enjoy' them as well. Not that it was anything new when she happened to have been around though. Most of the ponies had gotten used to it and didn't even seem to be minding it anymore. It was also a help that Sweetie seemed like she was a born singer.

With the weekend that was knocking right at her door, the little filly was just ready to enjoy a late snack before crashing down in her bed and get some good night's rest for the next day. A day that would be filled with adventures as the wonderful Daring Do would live them. At least that was how the three Cutie Mark Crusaders always pictured it.

With the last streaks of daylight slowly fading away over the horizon, the darkness of the night had fallen in. A darkness that felt gentle to her, calm even. Almost as if it was trying to hide something. Something that shouldn't have been there in the first place. Sweetie couldn't really place it home before she just shrugged the feeling off and continued down the path to the boutique.

When she finally arrived there was a little charge of her horn that allowed the door to be unlocked. And thus granting her access. It was a little trick she learned from her sister in cases that she didn't happen to have been home. The reason why Sweetie thought that was simply because there wasn't any light on. Not a single candle or magical aura could be seen in her eyes.

As silent as a mouse had she stepped inside and closed the door without a sound behind her. Both of her ears perked themselves up as she began to listen to the sounds that could have been picked up inside of the walls. Yet all that she got was nothing but the silence. It felt unusual to her for certain, uncomfortable even.

"Rarity, are you here?" the cracking voice of Sweetie Belle spoke up and echoed a bit through the dark building. Not even the light of the moon shone through the open windows, not yet at least. Though when the words were spoken did the filly remain silent. She had given her position away and could only hope that somepony would reply to it.

Though the thing that happened next wasn't something that Sweetie had expected. The snapping of bones could be heard clear. A sound which was followed up byt the smacking of lips. Something had awoken within the building and the filly began to shiver on her hooves. "W-Who is there?" she asked just after a deep gulp had left her. She became terrified about what could be.

"S-Sweetie? Is, is that you?" the tired and almost brackish voice of Rarity returned within her ears. It was a major relief for the filly to at least hear her sister in one way or the other. The only problem was that she still didn't knew what happened. "W-What time is it?"

That very question did manage to throw the filly of her guard before she looked at the clock in the darkness. It was difficult to tell but she discovered just where the pointers were aimed at. "It's, a quarter past eight, sis," she returned to Rarity. Then she trotted into the room a bit further. With a single and simple charge of her horn she managed to undo herself from the saddlebags and just left them near the entrance. "Where are you even? And why is there not even a single light here?"

Another grumble of Rarity was released first before the words continued in that broken and brackish tone of hers. "Working area, dear. And I don't know, must have fallen asleep during work." It was an answer that she could have expected though. Rarity sleeping in at the end of the day was nothing new to her. If anything, she would be surprised if it hadn't happened.

With a bit of fresh courage did the filly made her way over to the working area of the boutique in the hope to fall right in the hooves of her sister. Her pacing was calm but happy until she reached the very archway that was leading to the space. There her whole pace just came to a standstill as the eyes looked into the room.

A room that was a lot more different than that she could have remembered. Because the last time that she was there, the cobwebs before the windows weren't there. That was a thing the filly knew. Sweetie tilted her head a bit before she dared to step forward. Everything was slowly breaking itself apart for her. It all came into a rather surreal state of mind.

The further she walked into the room, the more odder things seemed to have become. It seemed as if a massive spider had been walking through it and spun everything within its web. For countless little webs were stuck within the mane of the little filly. "Sis?" the frightened tone of the filly brought forth. She stood in the middle of the room and looked all around her.

Yet it was the lack of light that really caused her to fall into troubles. The only thing she could do was to charge her own horn again. Within a second or two had the magical green aura returned to it. Though the light caused something above her to move or shy away from it upon first contact.

The eyes of Sweetie Belle moved upwards in order to get a closer inspection of what it was. Though the thing that fell within her eyes was nothing that she could have ever expected to see. The only thing that she could do was scream on the top of her little lungs. All of her muscles were almost frozen solid. The sight that she saw was just terrifying, almost like she had seen a monster.

The horrible scream of the little filly went through marrow and bone. The thing that was above her head shocked up because of it. What happened next was over in a second or two. The body dropped itself from the ceiling and landed on the floor with a loud thud. Neither of the beings present in the building could have imagined that they would be meeting one another in that fashion. Yet the hardest task still laid before them. They both would have to face reality.

Right in front of Sweetie laid something that seemed to have been a giant, oversized spider. A spider which her older sister had always hated more than anything. The screaming would have silenced itself while the light remained. It was for the time being, the only light in the room. Sweetie could clearly tell that something was different about this giant, arachnid, thing. The white fur and purple hair wasn't anything that she had seen on a normal spider. This one was special.

Not even the ones that were genetically engineered or enhanced by Twilight looked like that. There was one conclusion that came to the mind of the filly. One conclusion that could only have come from a pony that has read way too many Power Ponies and Mysterious Mare-Do-Well comics. "Sis, is that, you?" she brought forth with care. She didn't expected it, but prepared herself for it.

Another groan left the body as one of the legs twitched a little bit. Whether it was a confirmation upon the question was unknown. It didn't show any signs of hostility, yet. Something for which Sweetie seemed to be rather happy with.

Though in a flash and an instant did the body scoot away a couple hooves. Then it managed to work its way upright again. Hidden in the shadows and the darkness it arose before the one true blue magical aura began to coat a new horn. Within its powerful light was the friendly looking face of Rarity revealed as she gave her sister a small smile. "It's me, Sweetie, it's your dear old sister. Or, what's left of it," the mare said to her sister.

The words, the emotions, the actions even, all seemed to have been rather unusual and not truly fitting for a mare like Rarity herself. Yet on the other end, they did seem to have been fitting her well enough in the situation. Neither of the ponies could be making an actual rope from the stuff that was given to them, so they just had to work with what they had. Not much really.

"How did, why did, who did?" Sweetie managed to stumble out in response. The filly was lost within the eyes of Rarity. Who on her own turn released a gentle giggle and calmly shook her head. Then she moved herself a bit more forward and ignited the candles in the working area. With the flood of light that was given to the both of them, their horns almost immediately discharged themselves as they were given a true and perhaps final look to the other.

Though were Rarity looked kind, calm and collected, she was actually nervous as hell. Her own flesh and blood has seen her in the form of an arachnid kind of pony. Who in the land of Equestria could be telling her how it would end up for the two of them. "I kinda wish I knew the how's, the why's and the who's, Sweetie. But I genuinely have not a single clue of any of those three questions. But, w-what do you think?" Rarity brought forth, keeping her distance from the filly.

It was one of the worst questions that she could have ever asked for her feelings. Everything then depended on that one little moment in the endless stream of time itself. Rarity braced herself for the impact before her two top eyes were closed.

Though where she thought that her sister would erupt out in a discussion, instead she scooted over closer and began to inspect her sister from literally hoof to mane. Once again had the events taken a turn that neither of the two could have ever expected. Yet for Rarity they continued to postpone the judgment. All she could be doing was just standing there with her still twitching abdomen while the eyes of Sweetie missed not a single spot.

Eventually the little filly stood eye in eye with Rarity. The sheer expression within them was something that could have told her enough already. Weren't it for the fact that she knew her little sister a tad bit too well. The emotionless expression was one that she also gave when inspecting something from head to hoof, a trait that got passed on to the next generation as well.

"Well," Sweetie started before her lips curled up into a smile, "I don't know what to say! You look so awesome! Almost like a superhero or a villain that Power Ponies would be battling against!" The sheer excitement within the voice of the filly was perhaps more than enough to give Rarity an ease at heart. Relief would have flooded her body while he tension left her.

Somehow had her little sister managed to actually accept the changes to her body and appearances for what they were. A thing that was actually a lot harder than it originally seemed. "Hey, do you have any of those cool powers as well? Like, uhm, webshooting?" The question itself was a bit idiotic, yet strangely on the right place as well.

Rarity didn't really knew how to answer it. She let out a giggle at first before she shook her head. "No Sweetie, I'm afraid I can't shoot webs like that, although I can make them. Which I may or may not have done a bit too, vividly, this afternoon," she replied before an embarrassed blush came.

The reaction she got from her little sister was a rather cynical expression with a raised eyebrow. Almost as if she was saying 'you don't say' without any words. For the strings of her webs could of course be found through almost all of the working area. "I'll, be cleaning that up tomorrow morning, honestly," she then quickly added in the hope to avoid any more damage done.

"You know sis, this new form of yours got me thinking," said Sweetie in order to change up the subject a bit. It was a change that actually managed to get the attention of the older unicorn as she walked calmly closer. Only to then guide her over towards the living room while igniting the rest of the candles. Rarity had to admit that she was curious to hear what her sister was thinking.

"Please do tell, Sweetie, you got me quite on my nerves here." Anything could be said and asked from that point onwards. Rarity wanted to be ready to perhaps counter it if it was going to be needed. The last thing that she wanted was to be humiliated. Although hiding her entire body somehow from the crowds forever seemed to have been impossible in and of themselves.

"Well, you see, the girls and I are, you know, toying around," Sweetie started nervously. Almost as if it was her turn to be nervous. Yet she wanted to make the request. The request that was perhaps a once in a lifetime. "And since, we all three do have a superhero costume, we never have a supervillain to fight against. So, c-could you become the villain for a day?"

What it basically meant, was that Rarity had to sacrifice an entire day in order to spend time with her sister and her friends. She knew they all were into those comics and even had some experiences sewing such outfits herself. "So that's where you needed me for when you asked me that. Well I do have to confess that it is something that I didn't truly expect but uhm, how do I say this?" Rarity returned. She didn't knew how to truly answer the question. It wasn't a thing she was used to.

Yet all of the sudden could a left forehoof be found upon Sweetie's shoulder. The filly was turned around rather quickly. The two ponies looked one another in the eyes and the expression that Rarity gave was one not seen on many occasions. "Beware Mare-Do-Well, for the anarchy of the White Arachnity shall only leave devastation and despair in its wake," said Rarity in a playful but semi sinister sounding tone. Almost as if she already meant her words and was right in her role.

In one swift motion she dropped herself in the sofa before letting Sweetie actually rest upon her soft, hair covered belly. Only to slowly start to stroke through her mane while humming gentle songs through their calm talking. "So, is that going to be a yes?" the filly asked with big eyes. She yawned in a rather cute manner and snuggled up against the fun of her sister.

"It's a massive yes, Sweetie. Truth be told, I would love to play the villain for you three. I just hope you can keep it a secret from them until then. Though I need to make myself an outfit first," returned Rarity. She continued to stroke calmly over her little sister. Only to realize that the filly had fallen asleep within her hold.

A gentle giggle was released by the mare before the legs curled up against the body of Sweetie. All to form a little cage as well as a blanket while Rarity slowly began to sink away as well. Thinking about her outfit for the play to come.


	2. Battle for Ponytropolis

In the busy metropolis of Ponytropolis, there was always trouble lurking around every corner. The city was filled to the brim with crime which ranged from petty thievery to full-on heists done by figures that could be classified as abnormal. The police forces were unable to keep everything under control as many of them were even corrupt and consumed by their own power.

Yet the massive metropolis had a guardian angel. One that rose quite the bit ago and never truly had revealed itself. Or better said, the city had gained _three_ guardian angels. Three ponies that were hailed by the civilians as so called superheroes. A pony of each race protected and served the people, instead of the system.

All three of them were feared by any outlaws within the borders and some had a couple close encounters with them. Who they really were, was unknown to the public. All that they got to know, was that those three mares were their worst nightmare.

Within the walls of the mansion that stood near the middle of the metropolis, a mansion that gained the comical name of Mansion du Carousel due to its shape, was home of the rich mare of Sweetie Belle. A pony who lived the good life in pretty much every single aspect as it was. Yet the looks in her eyes seemed to have been troubled. For she wandered through the dark hallways while the eyes turned to look outside of the window.

"How much longer before you strike again?" Sweetie mumbled to herself. She finally came to a stop. Her eyes looked further out of the window and over the city she was watching in the moment. The mare stood on just about the highest floor that the mansion had and with its build on top of a hill, the sights were perfect for her. She could have seen the entire city and far beyond.

A grumble both left and right could be heard before another set of hooves made its way into the hallway. A set of hooves that caused Sweetie's ear to twitch softly but never looked up. "Milady Belle, it is late already, you need to get some form of sleep like your friends in the guest room. Albeit, I might start to call it a permanent room actually," the voice of a concerned stallion spoke to her. It didn't took long before he could be found within the light.

What was revealed was just about the only butler in the entire mansion, the one stallion whom had known Sweetie from nearly her birth. He was perhaps the only outsider trusted with her secret. Or, their secret. Yet the mare shook her head in response to his words. "I do not need sleep now, I never need sleep! The power of time is at my hooves and I can stop it whenever I want to sleep. No, I must stay awake almost all of the day, for _she_ might return this night," Sweetie replied.

"But you haven't heard of this threat in more than a week. Perhaps it has already given up or is testing you!" the butler replied to his master with the concern still audible. "At least think about it, it might be playing with you, trying to demolish you before luring you out. And how would you react, when you have to face it but have merely no strength in your body?"

It were words that managed to hit Sweetie Belle right where they hit home and she released a deep sigh through her nostrils. "Maybe, maybe you're right. Perhaps I do need a good night sleep with the girls before doing anything else," she then returned to him. Only mere seconds later would she have turned herself around and began to make the journey to her bedroom.

"Though if I may ask, milady Belle, what is the name of this new threat?" None could blame the butler for his curiosity, he only was a pony as well. Though the sudden change in pace of Sweetie didn't go unnoticed to him. And it was in that moment that he had realized that the wrong question had been asked. "I'm sorry, for asking. Please, forget what I said."

Though Sweetie Belle could have been seen as a bit of a rather stubborn mare. She knew what she wanted and would go to the limit in order to get it. "Her name, my dear Watson, is _White Arachnity_. Goodnight," were the last words that she spoke to him.

The words caused Watson to gulp a bit. He began to imagine just how this being would look like. Though judging the name alone, it would have had some connection with spiders. Something that caused a shiver to travel down his spine. Then he parted from the hallway as well. "I bid thee all good luck, when facing her."

Yet all the way across the metropolis, in a place that was high up in the skies had one figure claimed the tip of one of the city's most wonderful sights into her own personal hideout. Hidden on the very top penthouse of the abandoned apartment complex. Perhaps not the best hiding spot, but few dared to walk in the ripe for demolition neighborhood anyway. Which meant safety and no eyes.

Two stallions walked through the set of blacked out, glass doors to the insides of the place. The stairs and elevators were out of commission. Which meant that the only way to access it was via the balcony and helicopter. Which was exactly the way that they came. Though neither of them were certain what they would see. They knew why, they hadn't a clue who had summoned them.

When they entered, the amounts of purple spider silk that covered the room almost caused them to shiver. "Do you even know how she looks?" of the them asked. The other shook his head. Neither knew how this her appeared. Relief wasn't going to be found for either of the two and they could only hope they wouldn't become food for her.

Closer and closer did the two stallions walk to a series of screens that had a chair placed before it. And in that chair she sat, her head and body hidden from the two of them. Yet the huffing noises that came from her direction were enough to make them realize their final hour had struck.

"You two, have failed me yet again," the high classed, feminine voice spoke to them.

The eyes of the stallions grew bigger and bigger. They couldn't believe just what they had heard. Though denying their mistakes would have been pointless. They knew exactly what the voice meant with the words. Their job for the night had gone wrong, terribly wrong even. It was only then that a strand of saliva dropped down. It dropped on the hat of one of them. The stallion didn't even dare to look up and to see where it came from. The fright of the unknown was too great.

"I gave you two goons one job, to rob the armored truck that carried the diamond I needed for my master plan to bring Ponytropolis to its knees. You two had nothing more but one job. Plead for your lives, now," the voice spoke again towards them. It didn't hint towards mercy at all.

"M-Mistress, you don't understand, they were there as well! They managed to somehow get to know our operations and stopped us!" one of the goons pleaded to the voice. The other still tried to wipe the saliva from his hat without looking up.

"Yeah! They were almost waiting for us at the corner. No way we would have taken the cargo from that thing and just walked away," the other replied before he set his hat back.

"Who?!" the mare in the chair spoke up before her hoof slammed on the spider silk which then sent vibrations through the whole room. "Who managed, to stop you two idiots?"

Two gulps then followed up. They started to feel themselves incredibly uncomfortable about the whole situation. One wrong word from that moment and their lives would have been pretty much toast. Which was the last thing that they wanted. "M-Miss Mare-velous and F-Filly-Wonder."

The answer on its own caused the being in the chair to release a thoughtful groan. One that would have continued for a second or two. "No Mare-Do-Well this time? She must have been taking the bait then. Still, you two failed me and I can't use failure in the organization," the mare answered.

Across the silk, there was something that seemed like a black widow spider who crawled down. All the way down until it stood on the hoof of the other being and was brought behind the chair. "In the arachnid kingdom, the female black widow devours her partner after they have mated with one another. Let's see how fast you two can run from her." Her tone had turned from a grim one, to a sadistically enjoyment before the two goons heard the ceiling crack above them.

They both knew more than well just what was going to happen and galloped away before the massive body dropped to the ground, setting in the chase. What followed a couple seconds later were two agonizing screams of utter terror before the silence returned within the building.

The black widow had returned to the silk. The being in the chair spoke her words. "Feminine supremacy in the animal kingdom is normal, yet stallions think they are everything. Hmpf, time to recalculate. Ponytropolis bank, there they stored my babies. And I shall get you, personally."

The next night was Sweetie Belle once more wandering through her mansion. That was until she came to the room where her two friends were. Which happened to be the basement. An enormous training complex had been set up for the mares where they could train and become better with their abilities. Though Sweetie Belle didn't seem to be too happy. "Apple Bloom, Scootaloo, we need to talk. And we need to do it now," she said to the two of them.

Both of the mares were using the other as a punching bag while also wearing protective gear before they ceased their boxing match. Fighting in a bipedal pose was something that neither of the two had fully mastered yet. They just wanted to train that more than anything. Yet they were surprised to see the other mare coming at them like that.

"What's wrong, Sweets?" Scootaloo questioned after they joined their friend. Though a reply in words they wouldn't get out of her. Instead did the horn of the unicorn charge up in the green aura. The newspaper of that very day was conjured in, for them all to read.

The article about two superheroes stopping a robbery before it even happened was highlighted right on the front page. "Why didn't you told me about this thing?"

"Watson said that you were asleep when we left. We wanted to call you in for it, but he insisted on letting you kept asleep. Can't deny it though, you walked like a zombie three nights back," Apple Bloom replied without her signature, southern accent.

Even though the actions were well-meant by her butler, sweetie just couldn't believe it and allowed the newspaper to go up in flame. Only then her horn discharged itself and a hoof of Scootaloo went over her shoulders. "Hey, calm down here, Sweets, it's not like we're going out every night to stop crime without you. One for all and all for one, remember?"

Yet the time to keep talking and settle their thoughts wasn't allowed to the mares. The alarm started to buzz through the entire basement. Something was wrong and they needed to find it out quick. Sweetie Belle reached to the nearest closet and took out three earpieces. One she kept while the other two were thrown to the other mares. All three of them plugged them in before they rushed to a secret compartment of the basement.

"Watson, what's the status?" Sweetie spoke before she stepped into a too narrow doorway. The door fell shut behind her and the mare laid down on the saddle. Mechanical arms appeared with various pieces of her suit. It clamped itself against her body and she allowed a small moan to escape. "Talk to me Watson! We're almost ready to deploy," she then spoke in urgency.

"Milady Belle, shouting to me isn't going to get me to work any faster. But I have located it, it seems that a massive explosion has happened at the front doorway of the bank. My best guess, somepony has unfinished business with the location," Watson spoke to the three of them.

Something that both Scootaloo and Apple Bloom could understand. With them suited up in the tubes and lying on the saddles, there still was some time to chat. "Well, well, well, somepony is making haste. You think it's her?" Sweetie asked to the both of them.

"Probably her goons, but they might tell us where she actually is," Apple Bloom replied before the reddish light of their tubes turned green. The horn of Sweetie Belle charged up one more time. She would have placed a field of invisibility around each of them. Only then did the engines began to rev up and the three shot away like cannonballs that were freshly fired.

They all raced through Ponytropolis without making crashes and being invisible was an art the three of them had mastered. Since they were on motorcycles, the risk of getting hit by something was a lot less bigger than if they used a car of any kind.

The horn of Sweetie Belle charged up once more, but that time to drop the field. Upon the abandoned road towards the bank they appeared literally out of nothing. The engines of the bikes roared like never before with their riders not what somepony expected. The mysterious Mare-Do-Well, Mistress Mare-velous and Filly-Wonder were riding the mighty machines.

Terror had struck and they had pulled out. The time to stop the crime was there and then. Closer and closer they got to the bank. They all could see an armored vehicle that stood just outside while the black smoke lost itself in the darkness of the night. "Looks like we're still on time for a party!" Mare-velous grinned towards the others. She readied her lasso while driving.

"It's time to kick flank and chew bubblegum!" Filly-Wonder smirked. Though one quick search later she realized one thing. "...And I'm all out of gum."

"Easy girls, we need at least one of them to bring us to her. I want to end her anarchy once and for all," replied Mare-Do-Well to them. The horn charged up again under the hat. "Three, two, one, go!" The charge was released and the body dematerialized from the world. Mare-velous used her lasso and a street light to disembark from her bike. All while Filly-Wonder just spread her wings and used them at their full power to gain air. They had left their transport and were ready to charge.

The three bikes then came to a screeching hold before they automatically turned around and drove away again. They wouldn't be standing there, able to used by anypony who knew how to drive.

The goons that were standing outside had looked at the sight and readied their weapons for the fight of a lifetime. With both Filly-Wonder and Mare-velous in the air and not a sign of Mare-Do-Well, it was nearly impossible to figure out what would happen. Though the pegasus then made a dive bomb directly at them. The earth pony released her lasso from the light and propelled her forward. It all happened within a fraction of a second.

The goons knew it was the end of them but they still managed to fire some shot from their weapons. Only to realize it was ineffective as their projectiles just bounced right off of the mares via a green shield. They threw their weapons on the ground and wanted to run away from them. But got both caught by the actions of the mares.

Both of the two stallions were knocked out and then tied up with pieces of Mare-velous' lasso. That way they couldn't go anywhere. Only then did Mare-Do-Well teleport back in and her cape waved in the wind. "Good job, girls, but now we have the rest of the bank as trouble before us. The deepest vault, my best guess where they will be," she spoke to the other two.

It was a guess that better could have been right. The bank of Ponytropolis held many treasures and artifacts that had been collected over the years. Not to mention the massive gold reserve just ready to take like that. Though perhaps the most important thing that laid there was the crystal delivered not twenty-four hours ago. Nopony knew what magic it contained. But if White Arachnity wanted it, it was a lot of trouble that could happen from it.

The three supermares had made their way down to the deepest vault of the bank. All along the way, they had taken out numerous goons that were either working directly for the new villain or were just hired guns. Though when they arrived, the door was already standing open wide and some henchmen were just standing guard. Something didn't feel right though. It was simple, too simple.

"This is too easy, she is smarter than that," Mare-Do-Well whispered before she continued to look around. It was a feeling deep within her guts that told her that. A feeling that could be right.

"And that's why we spring the trap. She's expecting us, let's give her the surprise of actually capturing us," Filly-Wonder replied. Then she wanted to move, to give the present to them all.

Yet she was stopped by Mare-velous' lasso and pulled back to the other two. "Hold it right there partner, if we go, we all three go. Ready?"

"Ready as I will ever be," Mare-Do-Well replied with a nod.

With those words spoken did the three mares stood up from their hiding spot and walked into the hallway. The henchmen couldn't believe their eyes and readied their weapons to fire at them. The sight was rather imposing to behold. To see the three mares who kept the city safe coming right at them, it terrified them. Yet the wrath of that one mare could have been even worse.

Though the magical charge of Mare-Do-Well caused their weapons to jam before they were taken out of their hooves and flung aside. What happened next for the henchmen was the fact they both received a strong hoof to the head to get knocked out.

In silence did the three mares continue their journey inwards. Once they were all three within the vault, they stood eye in eye with the crystal that was wanted. The one thing, desired.

"I still don't get it, why hasn't she taken it yet?" Mare-velous began to question. She had started to inspect the wonderful gem. She had to admit that it was difficult to take her eyes off of it, but other than that, she didn't notice anything. They had broken in, opened the vault just to, leave it?

"Your guess is as good as mine," the pegasus added with a shrug. She continued to walk around the room. "High explosives to blast the lock out of the door but the rest of the room undamaged. No escape, nothing. As if she expected to walk out of this place the way she came."

Mare-Do-Well's horn was charged up and scanned the gem in order to see what kind of powers it could contain, yet discovered something else. "Easy Filly-Wonder, we don't know this enemy yet. All we have is a name and assuming." Her magic then all of the sudden was tucked her upwards. The head looked to the only place that neither of the two other mares had even thought about looking at.

On the very ceiling of the vault did she notice the massive amounts of purple spider silk. That, together with a blacked out body. "Oh boy, girls, I think we have found her," said Mare-Do-Well. Then it were the other two that also looked up. The best way to describe their reaction was to be baffled. For the body just hung almost directly above the crystal. "It's, absorbing the energy irradiated from the gem, take a step or two back. I'm going to try something," Mare-Do-Well added.

The other two heroes did what was asked of them. Neither the earth pony or the pegasus had even the slightest bit of clue. They didn't knew what possibly was hanging upside down from the ceiling, but they could be having a pretty good guess.

"No need to zap me, Mare-Do-Well," was suddenly spoken from above. Motions started to happen in the hanging body. What followed next was the revelation of a lifetime. The creature dropped itself down with two of its legs attached to some silk that came of the abdomen. "I think I am willing to cooperate, for the time being," it continued to speak to the three of them.

Seconds later was the monster revealed to the three of them. It was unlike anything they had ever even been able to fight against before. What the thing was, was an arachnid pony which seemed to have been a unicorn before. "Allow me to introduce myself, ladies." Without the chance to reply was the black cloak taken off. The body was revealed to the three heroes. A body that was covered up in an armor that seemed to have been made out of gems.

Though that wasn't the worst part, the worst part had to be the gem and metal construction that could be found within the mouth. It looked like the actual mouth of a spider with the large venomous fangs sticking out. Safely said it was a horrible sight to behold.

"White, Arachnity, I presume?" said Mare-Do-Well. She kept a stern eye upon the mare.

"Oh, how smart of you, what gave it away? The body? Usually does that," returned White Arachnity before she released a chuckle. Yet in the corners of her four eyes she noticed how Filly-Wonder was trying to do something. Which resulted in the curved horn to charge up and a ball of silk was shot towards the hooves, freezing her in place. "Don't, even think about it. I see everything."

"What's yar plan! What are ya trying to do!" Mare-velous began to question. She took her hoof away from her lasso. Answers was the thing that the three needed from the being. Perhaps a bit of a backstory as well. The only problem happened to have been the little fact that she was perhaps too smart for them.

"My plan? Anarchy here, bit of destruction there, world taken over by spiders, perhaps? I mean, it's not that difficult to guess! I'm half spider for crying aloud!" the mare giggled up before she took the gem from the pedestal and walked to the exit of the vault. "Now if you could be just a pair of good little ponies, don't follow me or things might turn really messy. This little gem here, shall become the pride center piece of my collection!"

With one last laughter did the arachnid unicorn walk away from the vault and turned topside. There she just jumped into the armored truck and gave the signal to one of her henchmen to drive. The henchmen itself had been lying in the truck ever since the arrival of the heroines but they never bothered to check the thing through.

"Watson, can you hear me, or better said: did you got what she said?" Mare-Do-Well brought forth. She was trying to melt the silk that held the pegasus in one spot.

"We ain't gonna find her anymore, she's long lost and gone," added Mare-velous. Then the hoof of Filly-Wonder went over her shoulder.

"We are still alive, but the glare in her eyes told me something," she spoke up as another one of her legs had come free, "she could have killed us all on the spot with those fangs of hers, yet she didn't. I don't want to say there is still good inside her, but hesitation there is. As if she never had killed a pony before."

It was information that was really valuable for the three of them. Though to find out who it was, and where she went to, had to wait until another time. They all needed a good night of rest before the final stretch of their journey would begin. Or at least try to get some.

"Milady Belle, may I address you upon the ridiculous hour that it is? You have been sitting here for hours to no end ever since you came back from the bank. The sun is almost about to rise!" the voice of Watson echoed through the bedroom of Sweetie Belle. She could still be found behind her massive computer. Whatever she was doing, it concerned her butler.

"I already had my sleep. Time lock, remember?" Sweetie replied to him. She was going through the files of the police. Watson knew there wasn't anything that he could bring in against those words. He would have simply stood next to her in silence. His eyes went over the screens and tried to pick up crucial pieces of information.

"May I ask to the information that you have already managed to discover?" the butler then asked. His sight turned back to his master. He had to admit that his curiosity was perhaps getting the better of him, but he needed to know what had been discovered.

Sweetie's own eyes looked back into those of her butler before a deep sigh was released. "You might want to sit down for this one." Without a word he did what was asked of him and prepared for the worst. "Okay, so judging her face, I ran a full scan to ponies with the matching pattern, not many walk around like that. And what do you know, I managed to find a hit. Rarity, last name unknown, was a scientist who specialized herself in the magic of gems."

Watson couldn't follow it anymore already. Yet the tale wasn't over yet. Far from it, in fact. "According to numerous newspaper accounts, ten years ago, some kind of terrible accident happened within her lab which blew it up, but also the lab next to hers, where they researched spiders. Somehow, somewhere. Somehow did her DNA and that of a spider been mixing up which transformed her body. Also allowing her to suck up the radiation magical gems give off."

"So, she's like a flower in the sense that she can sustain herself? Able to provide food for herself without the help of actually eating?" the butler questioned. Though the question wasn't something that even Sweetie could answer. There were still too many gaps within the origin story of this, White Arachnity. A lot of things made sense, but even more didn't.

"Possibly, but it isn't the whole plan, she is also planning something differently. Something that we have not even a clue of. Though I did manage to find out where she hides herself," the mare replied to him. She opened a map of Ponytropolis and zoomed in at one particular spot.

"The old district? Why would she be hiding there? Why at the penthouse of a structure that's near collapsing?" Watson questioned himself aloud. He stood up and walked closer to the screen. His eyes looked upon the images that appeared and tried to wrap his head around it.

"Because that is where she used to live, it's her old home from when she was in university. Perhaps not a smart move, but few come there. Rally the girls, it's time to suit up and bring the fight to her for a change." The fire that was visible within the eyes of Sweetie was something that the butler did kind of love from her. Just that sheer amount of confidence that she would be having in order to make any mission a go.

Everything was known what they needed to know. The three heroes once more suited up and revved the engines of their motors. They were ready to bring down the anarchy of White Arachnity. The time had come to squash the big under their hoof of justice.

The engines of their bikes came to a silence when they arrived near the residence of the arachnid unicorn. With the information that was shared, they could conclude that Rarity had gone both crazy and found a way to keep herself alive without food. As wonderful as it was, the ends for which she used it were just wrong. What could have caused the mare to take the criminal path in the first place? It was a question on which nopony had an answer. One shrouded within even more mystery.

"So, how do we get to there without her noticing us?" Filly-Wonder asked just before Mare-Do-Well released a gentle chuckle. "Oh you gotta be kidding me!" Before any other word was being spoken, the massive charge of the horn was released and they all disappeared out of existence. Only to reappear right on the doorstep.

All three of the heroines rubbed their heads as they got back up and looked at their surroundings. No goons in sight, no imminent danger whatsoever. Only the door to the penthouse with the windows blackened laid between them. Yet not to mention the sheer dangers that were inside of there as well.

Time to think there wasn't as they all three just rushed inside and crashed through the door. The crash itself did sent vibrations through the spider silk which caused the massive body on the ceiling to twitch. "Oh this ain't good…" said Mare-velous. She readied her lasso. The other three also prepared themselves the perhaps the battle of a lifetime and Mare-Do-Well did have one crazy idea.

"Lure it to me, I know a way to handle it," she spoke up before the body rose itself up and revealed itself as a truly massive black widowed spider. A roar of power was released by the thing before the chase was on. It's powerful legs thumped against the floor as the fangs were clapping.

The creature was hungry and three meals were literally dropped by, just like that.

Mare-velous and Filly-Wonder both did a step aside and both hid themselves against the outer wall. Which then left Mare-Do-Well to deal with the massive spider. It came crashing through the doorway, destroying whatever doors were still in there. It was a surprise to the three of them that it even managed to crawl its way through the opening.

Yet the time to admire just wasn't there. The snapping mouth and the piercing fangs were a danger to be reckoned with. Once in the middle of the balcony, the other two joined the fight. Another roar was released by the spider before the massive abdomen smashed itself into the floor. Shockwaves were sent through the stones of the building which caused them to crack even further.

"It's gonna destroy the whole building!" Mare-velous commented. Filly-Wonder took to the skies. Soaring like a bird did she tried to get the attention of the massive spider. That was all while Mare-Do-Well had prepared a flashlight. It was literally all or nothing for the three of them. One shot was all that they had, one attempt to bring the creature down.

The legs of the spider did try to swap the pegasus out of the air, but failed on pretty much every single attempt that it made. "I think that you missed! You big, ugly spider. Only your mother could have loved you!" Filly-Wonder teased the massive spider. Though in response she only got yet another powerful roar. The beast was angry, at her, at them even.

Then it was the time of Mare-Do-Well. She had the flashlight ready and positioned herself on a place she knew the thing would get to the end of its life. "Want some freshly wrapped dinner?! Come and get me!" she yelled at the creature. The massive spider turned towards her and the abdomen once more smashed into the ground.

Only then it just rushed itself towards the unicorn who at the last moment revealed her light. She shone it directly into the eyes of the spider. Blinded by the light, the spider tried to shield its eyes from it while continuing to run at her. Mare-Do-Well jumped out of the way. A fraction of a second later had the train of insect passed her. A loud crash was the thing that followed the events and the hissing of a spider in flight could be heard, as well as crashes into the building every so often. To end it all in a huge splat.

All three of the heroines looked over the railing. They all saw the dead creature twitching its legs for the last time. Though when they turned themselves around, they saw a sight rather left unseen. Within the demolished door opening stood White Arachnity with her gem armor, spider teeth and two axes within each of her upper hooves.

The expressions in her eyes were looking at just sheer and utter pissed. They had killed her beloved little pet. "You three have a lot of nerves, coming at me like that, destroying my home and killing my pet!" she spoke up before smashing both axes right into the stone. She walked closer to the trio with fire in her eyes. The grinding sounds of the gems against the stone was almost like nails on chalkboard and they had to grit their teeth for a moment.

"You called this all upon yourself, Arachnity!" Filly-Wonder replied to her. She landed next to the other two again and prepared herself for the battle to come.

"We know your history, but why did you turn to crime?" Mare-Do-Well questioned in an act to try and reason with the mutated creature. Though if she would be getting a sensical word out of it remained to be seen. She didn't place her chances too high though.

Arachnity huffed deep when she finally came to a standstill. Yet she never loosened the grip of her axes. "I once was a mare who had everything, much like you three. But the one simple mistake caused me to become this hideous monster! I swore to myself on that day forward, that as long as I would be alive, nothing would be safe. Not your home, not your family, nothing. It's going to be an enjoyment to crush your bones, under my hooves!" she spoke to them. Each of her armored legs stomped itself into the ground, furthering the cracking of the balcony.

"This isn't going to work, the structure is able to give in!" Mare-velous whispered to the other two. Who knew almost exactly what they had to do. Within a second had Filly-Wonder gained a hold to the earth pony and got airborne. White Arachnity readied her axes. She had expected an attack from the two any second.

Yet it was Mare-Do-Well who did it with a charge of her horn. The blast of energy did miss the arachnid unicorn, but managed to hit the ground where she stood. Not to mention the crash of the armored hooves back when she landed. It all added up to the already weak structure and more cracks and creaking noises appeared.

All of the sudden did White Arachnity knew what they were trying to do. The eyes went wide but it was already too late. The ground beneath her hooves let go. The mutated mare plummeted down to earth. With one last yell she went silent again, possibly forever.

The three heroines held a moment of silence for the fallen mare before they went inside of the house and downloaded all the data from the computer. Which in return revealed to them that she had been active in the city for nearly five years but only recently showed up. They had to give it to her, patience was something that she had mastered.

Yet when they all had left and the silence had returned into the middle of the night, the front doors of the apartment building were destroyed by two axes and out of it jumped the creature they thought to have died. "Mark my words, you three aren't rid of me yet!" she spoke up to the very moon as highly toxic venom was dripping out of her broken teeth.

One thing was certain, the trio hadn't seen the last of White Arachnity yet.


	3. Arachnity part 2

With the battle that laid behind them, the three superheroes had finally defeated the evil mastermind. It was the time there to just take it easy. Despite Rarity's new form, both Apple Bloom and Scootaloo didn't shy away from her either. Instead, they also just loved the way that she looked and found it awesome all around. Not to mention the little fact that Rarity actually had prepared herself to come to play in full costume for the little adventure.

Yet the costumes of each of the ponies were gently removed by the magic of the unicorns. After which they were folded up into a nice stack. The sun had been burning upon their foreheads for all of the day and the sweat ran down their bodies. They needed some rest and they needed it in that moment. They wanted to just drop down in the grass, but that wasn't an option for Rarity. Though she didn't have enough magic or strength to bring the three home either.

So the only thing that Rarity could have done was to drop down against a tree and invited each of the fillies to lay upon her belly. When the signals finally got through to the skulls of the three Crusaders, they did start to have their little doubts about it all. In the end they all shrugged and cuddled up against the fur of the arachnid pony who calmly wrapped the three of them in her legs.

Cozy and comfortable while also being refreshing. The winds of Everfree were blowing at a calm speed past the four of them. Something that only continued to add upon the will to sleep from each of the little fillies. "Oh that was so awesome, Rarity, can we do it again soon?" Scootaloo asked without actual thinking that went through her mind.

Yet the unicorn herself released a gentle chuckle before her hoof stroked through the mane at a gentle pace. "Perhaps if the time is once again favorable for me, we can indeed do this again. But I think that the three of you, will be needing some sleep now. Even heroes need their rest," returned Rarity in a calm and almost quiet tone. She gave each of them a kiss on the forehead. Within minutes had all three of the hyperactive fillies fallen asleep, leaving the mare alone with her thoughts.

Though it wouldn't have been long after that, that Rarity herself also would have fallen peacefully asleep. Her legs curled up a bit tighter around the three young ponies as her head leaned backwards against the trunk of the tree. Yet the abdomen was still twitching for whatever reason. Not even the mare herself was actually sure why it kept doing it, though it did feel good to her so there wasn't any real harm that could be done with it. Right?

Though the play of the ponies didn't go unnoticed of course. Almost all of the time there were other ponies walking around and about. Each of them had a picture perfect view upon the events as they were. Perhaps it was because they all wore silly outfits, but none of the grown up ponies actually interfered with the affairs as they were. They didn't even seem terrified of Rarity's looks for some reason.

The ponies in Ponyville were generally a rather accepting group. They had been visited by all sorts of folk. Folk that ranged from the griffons of the west to the mysterious and elusive gorgonies of the east, while the shadows came from the south. So seeing an arachnid pony wasn't the cause to raise alarms, especially one dressed up in a supervillain outfit playing with three dressed up fillies.

A couple of weird eyes were given to them all before they moved on with their daily duties. Though the scene's never lost itself after it. As it calmly continued to linger through the minds of them. They then continued to spill their stories as they had seen it which resulted in even more ponies who got to hear it. And above all of the ponies who got to hear the tale, there was one in the whole of Ponyville who couldn't believe just what the ears had heard.

It seemed like an impossible feat to still discover subspecies of ponies even after such an amount of time. Interest was sparked immediately and the mulberry mare could be found upon the top of a hill just after Rarity had fallen asleep.

The violet, rose and sapphire blue colored mane waved within the wind. The eyes were giving of an expression of utter disbelief. The mind knew more than well just what it down lying against the tree trunk, even who they saw to be more correctly. Though she just couldn't and perhaps even wouldn't wanted to believe the facts as they were presented to her. "But that's impossible," the mare whispered to herself. The head was given a couple of shakes before she looked again.

Out of everything that could have possibly been spotted down there, she hadn't prepared herself to see Rarity lying there with the three Crusaders nicely tucked up against her. Everything was just not seeming to be right whatsoever. Everything that she saw there was just wrong, it wasn't meant to be within her eyes. It wasn't meant to be seen in anypony's eyes for that matter.

There was only one way that perhaps the truth could be figured out about everything and that was to feel the suspect right on the teeth. The problem just happened to have been the three little fillies. The words that they would have, wasn't truly going to be suited for them, which only meant that she could be waiting for the best time to spill her disbelief with the arachnid pony itself.

The body of the mare got turned around before the legs kicked back into motion. They would have started to bring her back into town. The eyes looked up into the skies one last time and noticed the pack of clouds that were coming in. The night would be dry, but the light of the moon would be invisible due to them. In the moment was it a worry for another time.

Later that same evening had Rarity returned Sweetie back to the house of her parents. The very place where she had a rough time explaining the situation of herself being the way she was. Though because of the fact that Sweetie was so open towards the change, her parents accepted it quicker than she could have ever dreamed. It was still strange, but Rarity remained Rarity to them.

The unicorn of grace and fashion just had the one desire to make it a quiet evening. She would have crashed down into her sofa. A deep exhale of the day's activities was finally released through her mouth as she was just through and through. Just when she thought to finally have been able to close the day, there was that ever so cursed knock upon her door.

A deep groan was released from the mare her mouth before the horn coated itself within the sapphire blue magical aura. The click of the door's lock could be heard just before the hinges screeched softly. "Rarity, you home?" an all too familiar voice echoed through the building.

The unicorn rolled her eyes. She knew what time it was. "No I'm not and the door was opened by the local house ghost, Twilight," said Rarity in an annoyed tone. Then the door was closed again. "Seriously, the sheer stupidity of some ponies," she added in a mutter, inaudible for Twilight. Though the both of them would be in for a ride that wouldn't be forgotten that easily.

It was only then that both Twilight and Rarity were looking one another straight into the eyes for the first time ever since the massive change that was made to her body. The other unicorn just couldn't believe the facts as they were yet she found them fascinating at the same time. Twilight just couldn't believe it still while Rarity pointed to a chair with one of her legs. "Please take a seat, for I think I know what you want to do here," commented Rarity towards her friend.

Twilight moved over to the chair where she sat down pretty much without a sound. Only a nod was given by her as the eye contact was never broken between the two of them. It weren't expressions of hatred or fear. For Rarity it was an expression of annoyance as well as a normal glance out of her four eyes while the other mare was still mesmerized. "You, going to say, anything?"

Those couple of words were actually enough to throw Twilight straight back into the reality of the world. She shook her head a couple of times to get everything in order again as a couple of squeaky noises came from her. Noises that caused Rarity to raise an eyebrow before shrugging it off. "It's, well, your new form. When ponies came to my library saying they saw a spider pony, I couldn't believe it. When I saw that it was you who was playing with them, I still wouldn't believe it. So the question is, how did it happen?" were the only words that Twilight could have said.

That very same question was something that the mare had tried to work out herself. During the whole day had she been thinking about it already. Yet every single time that she was close to the answer, there wasn't any. It was a void in her mind and she actually preferred to keep it that way for some reason. "I just woke up like that, Twilight, not that I'm really complaining though, I mean, it's unusual, yes. But while my looks may have faded from the mainstream, I can always do alternative modeling," replied Rarity calm. She removed a strand of mane from her eyes, keeping them on her.

"It's not right though, you're supposed to be a pony, not a spider. Let alone, an overgrown one for that matter, no offence," Twilight returned to her quicker than she had realized. She placed both hooves before her mouth a mere second later.

That reaction alone caused her to have gained an expression of utter disgust from the unicorn. "Are you saying that I'm wrong, when being like this? Do you think, I'm part changeling or something? A simple little bug that needs to be eradicated from this world?! Well? Speak up foal!" Just the sheer tone in which they were spoken caused Twilight to raise both of her eyebrows. She was once again thrown right into the facts of the unbelievable.

Because of it, it even took her a couple dozen of seconds to be able to reply to her friend. The hasty motions that were made with her hooves as they got flung around the place, could be seen as humorous. If it weren't for the words that she spoke up. "Now you just hold the line right there, Rarity. I have never said that you needed to be eradicated from the world. You're my friend still! I can't end the lives of my friends in any way or form. I just want to know what the hell happened to you and why you're so calm under it!" the other unicorn spoke in her defense

While Twilight's motivations may have been honest and truthful, Rarity herself still couldn't take it well enough. It just looked like Twilight wanted her gone. Yet she never allowed that to show it on her face. The stern expression of the four eyes looked over Twilight with a cold glance. It was her turn to answer. The words she needed, had to be chosen carefully. Before anything was said, there was a deep huff that came through her nostrils. Only then she spoke up what she had to say.

Though her words were calm, rational, collected even. Something that threw Twilight even more off guard initially. "Twilight my dear, one has to understand the simple fact that change can come at any given time. The reason as of why I seem to be able to live with these changes to me, is because I have accepted them. Yes, when I woke up it was unusual, but I don't feel weird or have any strange cravings. I'm still the mare who I used to be. Just a bit more hairy and spidery."

"And that's my main issue right there actually," Twilight interrupted. She just had to make up her mind. "You have always told me, that you were terrified of spiders, hated them with every fiber of your body, yet now, you aren't even scared of yourself? From the looks at least."

Those words only caused a cutting glare to be send over to the mare of magic. Those words hurt Rarity so much inside of her. It was almost impossible to tell just how far the sting went. Yet it also caused her to open her eyes a little bit. Which on its own turn caused one little realization to make its way into her mind. "No, I'm not scared of myself, because it is still me who resides within the body, Twilight," Rarity would have answered. When she fell back into the silence, all four of her eyes moved over to the six coiled up legs and the abdomen. All of it, shouldn't have been there.

Just seeing herself lying on the sofa like that caused something else to be sparked within her. She would be looking like that forever. She would be looking forever like an arachnid pony. The words of Twilight had already created a hole in her heart, but that thought just added salt to it.

The eyelids calmly came together as the spoken words of Twilight just went straight past the mare. Time almost seemed to have come to a standstill as thousands of thoughts suddenly made her realize that she no longer was the unicorn of grace that she always was. Instead she would become the only arachnid pony in existence. That fact alone wasn't something to be looking forward to at all.

"I think, it might be best if we, hey, you even listening to me?" the mulberry unicorn asked of her. Just before she clapped her forehooves together. The sounds were more than enough to knock Rarity back into reality. All four of the eyes opened again and got focused upon the unicorn.

"S-Sorry, I was a bit lost in thought. Please, proceed on what you had to tell, or wanted to." Rarity had apologized for herself in a calm fashion. It was something that managed to satisfy Twilight just before she gained a small smile upon her face.

"What I propose, is a reverting spell that should be doing the trick for you. It should be having you back as a pony in no time," the mare explained to her friend.

"Back to a pony? What's wrong with me remaining as a half spider?" Rarity then questioned her best of friends. Although the answers were pretty obvious and lying right before her.

Twilight released a deep sigh through her nostrils. She leaned a bit more backwards within the chair. She knew that the next words would be hard to speak and caution was advised. Which was exactly what she did before the words on the matter were told.

Rarity gulped deeply after Twilight was finally done with her words. Every single word that was spoken against her managed to hit her like the engine of a train. Every last single word wasn't something to kill the joy that she had while being in her changed form, they were meant to warn her about the harm that could be done.

She was born as a pony in mind and soul, she had to return to that state in order to be fully accepted by everypony else. While it was true most had accepted her the way she was, there was always that one little chance of her entire business and to extend, her life, to be destroyed by one single rumor. Rarity shook her head as her own mind continued to make realizations to her. Sweetie and the girls were just fillies, of course they found Rarity awesome the way she looked, but who was to say they still would in a year or three?

It were thoughts like that which just plagued her poor mind with everything and anything. All the way up to the point that she broke out in nothing but sheer tears. Tears of sadness before she began to cry softly to herself. Finally had Twilight managed to show the truth of the situation to her. The methods were harsh without a doubt though it was for the better, it had to be for the better.

Yet a sobbing Rarity was a thing she didn't wanted to have at her conscious. So Twilight left the chair and walked over to her friend. Only to drop down next to her and hug her tight and firm while calmly shushing the big arachnid pony. "It's going to be okay, Rares, it's all going to be okay."

It was a miracle that Rarity still was able to speak some words of her own during the sobbing. Her words were direct reply to Twilight. "I, I have been foolish, dear, you were right from the very start. I, I'm sorry for snapping at you like that," she managed to say.

"Forget and forgive, right? Besides, we are having a bit more important manners waiting for us. Like, getting you to bed as well as, sleep," returned Twilight with a small smile. She kept the hug intact and her horn began to collect the magical aura around it.

Yet that last little word of 'sleep' alone had been more than enough for the arachnid pony to have become dozy and before she knew it, she had fallen in a deep sleep. A deep, endless yet dream filled sleep would have been given to her.

It would have taken some time before the eyelids began twitch and the feeling returned to the body. Hopes began to fill the thoughts as initially only four legs were to be felt. Yet those hopes and dreams were slowly shattered as the feeling to fore more legs returned. Not to mention the massive abdomen that was still seemingly present.

All four of Rarity's eyes opened up and they slowly got used to their surroundings. Though where she thought to have ended up in her own bed, the unicorn of grace and fashion wasn't there. Instead she laid in a rather comfortable bed, in the basement of the Golden Oak library. It wasn't much of a problem. Weren't it for the fact that she didn't even have the slightest of clues of just what had happened. Everything could have been done in the time she was asleep.

A massive groan was released from her mouth. The blankets were pulled away. Somewhere deep inside of her mind there still was that little bit of sparkling hope that she had returned to normal for whatever reason. Though all hopes just faded away when she saw that everything was still there. The eyes closed themselves again while a deep sigh was released through her nose.

Something that caused Twilight to actually turn her body around and face the freshly woken up unicorn. "I, see you're awake," she spoke up with a voice that was trying to sound as innocent as possible. Even though there wasn't anything innocent about the situation at all.

"It didn't work, I presume, that what you did try to do?" Rarity managed to stumble out. She turned her head over to the mare. Only to get a shaking head as response. Which on its own caused a rather deep sigh to be released through the mouth. "So, what do you purpose I do now? Or, what we do now?"

Twilight walked over to the bed before she dropped her body unto it. She looked over her friend with a scared expression. Bad news was coming in, whether it was liked or not. That was what the eyes screamed to Rarity. "If there was any other choice, I would have gladly given it to you, Rarity. But it seems that the only pony who can help you now is…" Twilight said before she silenced.

The silence taken the mare over as a small gulp could be heard coming from her. Yet it did managed to capture the rather impossible curiosity of Rarity. "Who, might be able to help me Twilight? Tell me, who on these lands?" Rarity kept on pushing, hoping it wouldn't have been the princesses or a being that lived in a place she really didn't wanted to go to.

"I'm afraid that, you have to pay _Zecora_ a little visit and hope she knows something about your condition. For, no matter what kind of transformation spell I used, I never got you back. Not more for a couple of seconds anyway. Almost as if a powerful magical barrier lingered around you."

That was what Twilight had said to her. And it was another shot through the heart. It meant that she had to travel to the depths of the Everfree forest in order to undo herself from the thing that was either a gift or a curse, or perhaps even both. "Well, if that is going to be the case, I best be off to pay her a visit then, shouldn't I? Although, maybe I can wait a day. Or two," Rarity added.

The excuses were already coming from her. It wasn't anything Twilight could be doing much about. All that she could be doing from that point was to warn Zecora that Rarity would be coming her way and remind the arachnid unicorn that she needed to go sooner than later. Though that was something perhaps a lot easier said than done against a mare like Rarity.

Either way and anyhow, she would be in for quite the ride.

"Ah was certain that Ah heard som'thing coming from the barn Macintosh," whispered Applejack to her brother. They both had their brooms ready. In the early morning –which others would have called the dead of night– they stood before the barn of Sweet Apple Acres. Sounds had been coming out of it all night long which drove Applejack crazy and caused to not gain a minute of sleep.

Her brother on the other end had managed to sleep through the sounds. He was busy cutting down the entire Everfree with his snoring. "Well Ah just hope that it ain't any of them fruitbats. Last time was bad, can't have another infestation like that," said Big Macintosh to his sister. He leaned a bit against the wood, awaiting what came next.

Their eyes were looking almost straight at one another which caused another matter to arise. One that just got spoken and discussed by the two of them in the middle of what could be a dangerous situation. "Ah still can't believe what Apple Bloom told us 'bout Rarity. She being half spider and half pony, just doesn't seem to be adding up to me," Applejack said in a whisper.

The story and the rumors were more than widely known through the town of Ponyville itself. Many had even seen her as she had returned to her daily work as nearly two weeks had passed since the Twilight tried to help her. "Nope," Big Mac simple spoke up before he nudged his head to the door, "but Ah think we're having more important business then Rarity right now."

The big fella was more than right upon that matter. Applejack knew that all too well. Though the lack of sleep had caused her to become a little absent from the world as it was. The stallion opened the door to the barn itself and they both went inside silently.

The two earth ponies continued to be looking for the source of the sounds. Though they were unable to discover just what could have possibly caused it. The two of them were about to give up after some time. Though the sun had started to peek its way through the place and provided a clue that neither of them had seen before.

"Mac, yar seeing what Ah'm seeing here?" Applejack asked before she pointed her broom to a strand or even rope of purple something. The cowgirl herself got closer while her bigger brother followed carefully. Surprised and baffled they both where, but it just hung there.

"E'yup," he simply answered before giving it a better look with his eyes. "It's spider silk." The mare herself was actually amazed of the fact how her brother managed to identify the substance that quickly, yet it also meant that they were having something they haven't seen in a long time.

"Looks like we're having a case of fruit spiders, been a long time since we have seen them creepy crawlers 'round here," said Applejack. Her hoof coiled up around the spider silk and gave it a powerful tug. She wanted to let it come loose from the ceiling so that they could remove it. Instead they were surprised by something else entirely.

For with the silk, there also came a massive body dropping down from above. A loud sound of 'wha' was yelped up before the figure could be found lying on the floor. Both Applejack and Big Macintosh were looking at the dark blob with a set of widened eyes, only to look at one another with them. Neither of the two could have ever believed what they were seeing in their eyes.

Slowly but surely did the blob managed to crawl up and the purple hair was revealed in the sun. The arachnid silhouette was blackened out by the rising sun. Both of the country ponies looked back to the creature with an expression of disbelief. So the words were indeed true about what had happened. Applejack wasn't happy about it whatsoever. If anything, she was furious.

"Partner," she spoke up in a near, stone cold tone. A tone which caused her brother to already take a step or two aside before he hid himself. "You better start running before Ah squash you like a bug." Those words carried the message exactly and the figure almost immediately rushed out of the barn, followed by a white hot Applejack.

Even with her broom in one of her hooves did the cowgirl show some crazy agility and speed as she managed to almost catch up with the arachnid. "Rarity, you little piece of vermin! Next time you're gonna sleep in our barn, warn us next time!" was shouted towards the creature. It was just before the whacks of the broom were made.

If one happened to be looking upon the scene, it was just silly to see both Applejack and Rarity running around the way they did. And one of those ponies, or perhaps the only one, who happened to be looking was Big Mac himself. The gentle giant almost had a front row seat while he heard the pleas and rage from both of the mares.

It all just seemed like fun and games to him even though the fact happened to be that his sister meant every last word. Though she couldn't get it to herself that she would actually harm a friend of hers.

For minutes did the chase continue over the land of the Apple family before Rarity finally made her escape. An escape into the one place she didn't wanted to go, Everfree forest. Perhaps she needed a good motivation for herself to actually get in, and nothing worked better than an enraged Applejack to do that part of the job.

When Rarity had disappeared out of her sights, Applejack managed to calm herself down from the events and used the broom as some kind of support cane as she looked over the woods of Everfree. What followed was a deep huff that got released through her nostrils before she turned around. Big Mac couldn't help it but to look at his sister with a rather silly face as she approached him. "What are ya looking at, with that stupid smirk on yar face?" she snarled to him in a low tone before proceeding into the barn. She wasn't in the mood for anything anymore, that was clear.

"Nothing," the stallion replied before he shook his head a couple of times. It almost seemed like that he had discovered just what Rarity had planned out to do but didn't wanted to tell his own sister. After all, it was her who was the element of honesty, not he.

Galloping through the woods of Everfree like there was no tomorrow, that was how the whole situation of Rarity could be explained in just one sentence. She galloped on the six of her legs, she galloped to the only place where it was actually safe. The one place she knew that she could be finding something of help. Even though it wouldn't really have been the kind of help that she wanted.

"It has to be around here somewhere!" Rarity muttered to herself. She kept on wandering through the thick forest with a gentle pace. She was looking for perhaps the only known house in the entire thing that was still occupied by somepony. Yet even that seemed to have been quite the task that laid ahead of hers. In her eyes, she had begun on an impossible journey.

With a grumble and growl did the arachnid unicorn continue down the path of the forest. It was the annoyance that rose within her, that suppressed the fear for the creatures that were to be found within the green borders of the woods. Perhaps it was a wise decision, perhaps it was something was just as foolish as thought.

Either way, it seemed to actually be working out rather well for her for the time being. Though that never meant anything. She just had to find that hut, at any cost and one way or the other. It could have been her salvation or crushing defeat. She hoped the first but feared the latter.

Through the vegetation could it finally be seen. It appeared slow above the grass, a light that wasn't supposed to be there. Light that wasn't from the sun, but artificial. The sunlight never reached that deep in the woods and the eternal night like state it carried would have been much preferred by Nightmare Moon and any of her servants.

The arachnid unicorn finally knew that she was in the right place and calmly walked up to the front door. On which she then knocked a couple of times before taking a step or two back. Anything could be happening from that moment onwards and she had to prepare herself for just that, any- and everything.

Soon enough did the door itself open up and the zebra of the home was standing in the opening. The two looked one another in the eyes for a couple of seconds before the words were spoken. "As if it isn't our beloved Rarity, I would presume that you are here for a quest of clarity?" said Zecora in her signature rhyming. She removed herself out of the doorway to let the mare enter.

"Not certain if you can call it clarity, Zecora. I'm more interested in finding a cure for, well, this all," returned Rarity. She had entered the warm hut of the zebra and showed her body for what it was in the light. It didn't matter how many times she would be wandering through the place, there was always something that would have been catching her eyes or peeking her interests.

Zecora was just one big mystery for the mare. Even after the initial events that brought them a bit closer together it remained that way. Contact between the ivory unicorn and the striped zebra was actually scarce, perhaps something they were both to blame for a little bit.

"Twilight has told me that you would come by, though the time it took made you look shy. So do tell me dear, what is that you fear?" spoke Zecora. She gestured Rarity over to the couch. The zebra herself walked over to her cauldron that was already boiling with things. The arachnid unicorn couldn't identify just what the zebra happened to be brewing up. She just took place upon the couch.

"Well, one might say that I'm afraid of what will come next. I am terrified, Zecora, terrified that I might never be able to return back to the self I was before. To always be, what I am now," answered Rarity with an honest but trembling tone to her voice. It was a tone that Zecora could understand better than anything in the world actually.

"While it is alright to be scared of the future, one mustn't forget the past indeed. Perhaps when looking back, one might find the answers to the deed. Changes always happen and some are a fierce as a dragon," the zebra said. She had begun to stir in the goo of everything.

Yet when the two equines looked one another in the eyes, there was a moment of genuine happiness to be found within each of them. For some reason did Rarity believe that Zecora actually had the answer ready right there. "You can, change me back to, to normal, right?" she still asked of Zecora. Rarity wasn't certain of anything at that point anymore.

The zebra herself gave a nod as confirmation. The happiness that was flowing into the heart of the other mare was indescribable. Sooner or later she would return to the state that she always used to be. The state in which she was known and loved for her craft, rather than her looks.

"The brew that's in my cauldron, might taste sharp like the first icy wind of autumn, but it shall help you to become who you have always been and will be," said Zecora in broken rhyme. The fires ignited themselves below the massive cast iron thing. "All I require from you, is to sleep again and think about the calm ticking of the rain."

The rhyming words of the zebra usually didn't make any sense for Rarity to begin with, especially since they didn't rhyme all too well. Though that time didn't make any exception whatsoever. The words did make her sleepy enough to close her eyes. To make things perhaps even stranger, was the fact that her ears twitched softly at the very hearing of the drops of rain outside.

Even though it wasn't given too much attention by the arachnid unicorn, it was still there. "Now, drink," Zecora then spoke. Rarity could feel a cup being placed against her lips. Only then did the liquids began to make their way inside. The praying could begin. Sooner or later, she would wake up with hopefully everything back to normal.

Just the thought of leaving the dreamlike state behind her was something that made her happy. "And now, sleep again, fair lady Rarity," another, unknown voice spoke up. Yet it was also a voice that Rarity knew out of thousands. One last impossible and unbelievable act before she fell asleep. Mystery upon mystery was being added, yet the revelation never came. Not yet, at least.

Once again did the mighty morning sun cause Rarity to wake up from her slumber. The body rose itself upwards before the two forehooves moved the blindfolds from her eyes. Everything felt the way it was supposed to be in her body and the blankets were removed from the bed. That gave the still sleepy eyes a first glance upon the changes that were made.

Or perhaps better said, the changes that were undone. The sapphire blue rimmed eyes looked over a body that was perfectly shaped, perfectly rounded and most important of all, one that belonged to that of a pony. There was this massive sense of relief that made its way through the mare. After that did she got out of her bed and stretched each of her legs a bit.

She was just so happy that she was back to normal. Yet in the corner of her eye she noticed a piece of paper lying on her desk. The unicorn turned herself towards the desk and levitated the piece over to her eyes. Even though they still weren't as sharp as she would have liked, the text upon it was still readable for her.

"My dearest Rarity," the mare spoke aloud, "if you are reading this, it means that you have done something only very few have dared to be doing. You have not tackled your fears, but became them and looked through their eyes for a moment. Which allowed you to make peace with them. Yours truly, look at the sun." The note was just odd in the eyes of the mare yet she still dared to look at the morning sun from out of her window after having moved the curtain.

Only to see the shadow of a powerful princess fade away within it. The unicorn blinked a couple of times with her eyes in order to get everything straight in her mind. "That, that wasn't Celestia. Could it have been..?" she stumbled out before an eyebrow was risen.

Yet then she realized something else that needed to be done, a meeting between her, the three Crusaders, Applejack and Rainbow Dash. So the only thing that she could be doing was to get busy and clean herself up for the events.

All the while and somewhere else had one figure gotten a rather genuine happy looking smile upon its face. Hidden among the darkness of the galaxy that swirled around the room had one figure perhaps done the impossible. It may have done it in a way that not many ponies would have even thought about being possible.

"May fortune find its way in your path, lady Rarity. For know now that the creatures you used to fear as a foal, are harmless in their own right. Fears might hold us back, allow us to not do things others might be doing, but the only way to truly get over it is to just do it. Fear comes in many forms and sizes, some easier cured then others," the voice spoke through the room.

The figure turned itself around. The blue aura began to collect itself around the horn. In the light was the face of nopony else then the princess of the night herself revealed. "There isn't any rest for the wicket, as the tale goes. But what would one say if the worst fears and frights aren't caused by anything on the world outside, but by the mind itself? Think about that, before _you_ go to bed tonight," she spoke towards one of the swirling galaxies, before a smile formed across her lips.

The lights of the horn and magic faded away into the galaxy behind her. The last thing that could be heard was a genuine happy sounding giggle before the body faded out of existence.


End file.
